exv10w8w2






Exhibit 10.8.2




AMENDMENT AND AFFIRMATION OF GUARANTY




     This AMENDMENT AND AFFIRMATION OF GUARANTY (the “Affirmation”) is made as of June 30, 2008, by
the undersigned (“Guarantor”) for the benefit of COMERICA BANK (“Bank”).



RECITALS




     Bank, SAFEGUARD DELAWARE, INC. and SAFEGUARD SCIENTIFICS (DELAWARE), INC. (collectively, the
“Borrower”) are parties to that certain Loan Agreement dated as of May 10, 2002, as amended from
time to time, including without limitation by a First Amendment to Loan Agreement dated as of May
9, 2003, a Second Amendment to Loan Agreement dated as of February 12, 2004, a Third Amendment to
Loan Agreement dated as of May 8, 2004, a Fourth Amendment to Loan Agreement dated as of September
30, 2004, a Fifth Amendment to Loan Agreement dated as of May 2, 2005, a Sixth Amendment to Loan
Agreement dated as of August 1, 2005, a Seventh Amendment to Loan Agreement dated as of May 4,
2006, an Eighth Amendment to Loan Agreement dated as of February 28, 2007 and a Ninth Amendment to
Loan Agreement dated as of May 2, 2007 (collectively, the “Original Agreement”). Borrowers and
Bank propose to amend and restate the terms of the Original Agreement pursuant to the terms of an
Amended and Restated Loan and Security Agreement of even date herewith (the “Loan Agreement”).



     Guarantor executed for the benefit of Bank an Unconditional Guaranty dated as of even date
with the Loan Agreement, as amended from time to time including without limitation by an Amendment
and Affirmation of Guaranty dated as of May 2, 2007 (collectively, the “Guaranty”), guarantying all
amounts owing by Borrower to Bank.



     Bank has agreed to enter into the Loan Agreement provided, among other things, that Guarantor
amends the Guaranty as provided herein and consents to the Loan Agreement and related documents and
agrees that the Guaranty will remain effective with respect to all of the Borrower’s Obligations
(as defined in the Loan Agreement).



AGREEMENT




     NOW, THEREFORE, the parties agrees as follows:



     1. The Guaranty is hereby amended so that the reference to “a Loan Agreement” in the first
paragraph of the Guaranty and all references in the Guaranty to “Agreement” or other terms that
refer to the Original Agreement shall mean and refer to the “Amended and Restated Loan and Security
Agreement between Bank, Safeguard Delaware, Inc. and Safeguard Scientifics (Delaware), Inc. dated
as of June 30, 2008”.



     2. Guarantor consents to the execution, delivery and performance by Borrower of the Loan
Agreement and the documents and instruments executed in connection therewith. The Guaranty is and
shall remain in full force and effect with respect to all of Borrower’s Obligations (as defined in
the Loan Agreement). Guarantor confirms that Guarantor has no defenses against its obligations
under the Guaranty.



     3. The Guaranty is and shall remain in full force and effect in accordance with its respective
terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein,
the execution, delivery, and performance of this Affirmation shall not operate as a waiver of, or
as an amendment of, any right, power, or remedy of Bank under the Guaranty, as in effect prior to
the date hereof. Guarantor ratifies and reaffirms the continuing effectiveness of all instruments,
documents and agreements entered into in connection with the Guaranty.



     4. Guarantor represents and warrants that the Representations and Warranties contained in the
Guaranty are true and correct as of the date of this Affirmation. Unless otherwise defined, all
capitalized terms in this Affirmation shall be as defined in the Guaranty. This Affirmation may be
executed in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.



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     IN WITNESS WHEREOF, the undersigned Guarantor and Bank have executed this Amendment and
Affirmation of Guaranty as of the first date above written.



	 	 	 
	 

	 	SAFEGUARD SCIENTIFICS, INC.
	 
	 	 
	 

	 	/s/ Stephen T. Zarrilli
	 

	 	By: Stephen T. Zarrilli
	 
	 	 
	 

	 	Title: Senior Vice President & Chief Financial Officer
	 
	 	 
	 

	 	COMERICA BANK
	 
	 	 
	 

	 	/s/ William B. Schlosser
	 
	 	 
	 

	 	By: William B. Schlosser
	 
	 	 
	 

	 	Title: Assistant Vice President